Can someone who knows about these things explain how, if Rangers have assets which can be transferred to a 'newco', these assets aren't being liquidated to pay the creditors, and how it's legal to transfer them leaving Rangers with all the debts and Rangers(2012) with the shiny assets?

If I were owed money I'd be pretty cheesed off at this course of action.

It is being explained on FollowFollow as exactly that. Transfer all of the assets to the NewCo the old one pays off 5p in the pound Miller gets a debt free club for 11M with everything in tact. Except the playing staff who can opt out according to what I read last week (iirc).

Cuenca 'ammer wrote:Wembley, Pinky, Gnome or QN will give us the layman's version.

It is being explained on FollowFollow as exactly that. Transfer all of the assets to the NewCo the old one pays off 5p in the pound Miller gets a debt free club for 11M with everything in tact. Except the playing staff who can opt out according to what I read last week (iirc).

Several journalists have now contacted me for quote about this story. Apparently Bill Miller was supposed to wire over the £500k exclusivity fee during the night. It has not arrived. He now wants a clause which will see the money returned to him if he doesn't think the fans will buy into his scheme.

Cuenca - that's 2 days old - seems as though Duff & Phelps have waived the exclusivity fee - in the absence of anyone else willing to pay it!! Also he would have got his money back anyway judging by what the fans thought of him at last night's game!

Johnny Byrne's Boots wrote:Can someone who knows about these things explain how, if Rangers have assets which can be transferred to a 'newco', these assets aren't being liquidated to pay the creditors, and how it's legal to transfer them leaving Rangers with all the debts and Rangers(2012) with the shiny assets?

If I were owed money I'd be pretty cheesed off at this course of action.

I'm a bit unclear but I think he effectively buys the assets from Rangers and the money goes to payoff the creditors and can be effectively compared as a pence-in-the-pound offer to any prospective CVA offered by a competing bid. Of course there is no CVA as Whyte is blocking it so this is the only deal on the table - liquidate and share out MIller's money or share out Miller's money and exit administration then try to get Whyte's shares for the sake of historical continuity. The cupboard will be bare once the assets are gone for sure. Presumably the price for the assets comes from the administrators trying to get the best deal.

Miller's plan also seems to have something to do with trying to get Newco Rangers a game at the end of the SPL season giving him legal grounds to claim that they're already in the league, etc, and able to sidestep penalties and so on. This is incredibly unlikely to happen, but this is the kind of bid a club in Ranger's state is going to get.

Too many unknowns - and too much going on in the background. Also the whole thing still very dubious (as it has been for the last few years) and a big question is who is Miller being the front man for?

It keeps Duff & Phelps earning fees for a few more weeks - Miller has only been named preferred bidder - now he's got to look through the books which should take a couple of weeks.

Whilst in theory it might all be possible - the problem comes with the players - there's no legal requirements for them to accept a contract with the newco, especially when they could walk on a free and get paid signing on fees with other clubs. Also newco has still got to reduce its costs (salaries) so couldn't afford them to revert back to their original salaries. No income until August (any season ticket sales would need to be ring-fenced / put in a trust in case something goes wrong or Ticketus do have a hold on them), so they need quite a bit of working capital.

Also - no-one wants to be seen to be winding-up Rangers - the whole charade just keeps stalling all the time - everyone is trying to hang on until the result of the tax tribunal is known and HMRC can be seen to be the bad boys. That will see the Rangers fans boycotting HMRC and not paying their taxes!

Bill Miller was also involved with Club 9 Sports that tried to take over Sheffield Wednesday and Tranmere - and both sets of fans kicked up enough concerns that they pulled out. They'd also expressed interest with Rangers, but the rest of the consortium pulled out leaving Miller on his own.

Also - Whyte has not gone to the expense of having to have a load of minders protecting him for the rest of his life to not ensure that he gets quite a few £m from it all.

If I were HMRC and were to win the tax tribunal, I'd fire live rounds across the bows of the big targets in England by blocking any CVA and wind up Rangers, put them out of business. When the tax dodging PL clubs see how an iconic club like Rangers are treated, ie., pay your taxes or else, they might have a rethink about what being a 'vital part of the community' actually means. Paying what's due would be a start.

It doesn't need the tax tribunal result to allow HMRC to block a CVA - they've got enough owing to them already to probably have 25%+ that's needed to block it. The problem is that no-one is currently proposing a CVA - until they do they can't take a vote on it. Miller / D&P are saying that they want to reach a CVA, but in reality that wont happen - by the time D&P have taken their fees out of the pot and any secured creditors take their share, there's probably nothing left to share out - so Rangers will get wound up. Miller has to stall that happening for as long as possible as that in theory is when Ranger's history goes as well - and he needs the supporters buying season tickets and getting some revenue in somehow.

While most fans have been pondering Whyte's position in the process, Whitehouse was unequivocal. "He has no role in this and he can't block this deal," he said. "This is another advantage of how the process works in that he owns the shares at the moment in the shell club. "If we were to go down the CVA process without the newco route at the moment, we would need to either take action to secure those shares - which to date no purchaser requires us to do - or alternatively a purchaser would have had to do a deal with Craig Whyte.

"I think everybody would accept that the preferable solution is that a deal is not done with Craig Whyte and those shares are secured in a structured manner over the coming months. "This deal effectively ring-fences the Craig Whyte issues from the on-going trade of the business and enables us to transfer the business to a newco and deal with Craig Whyte through the litigation in due course."

So effectively, if I read that right and understand it, Whyte gets all of his shares in the OldCo and basically gets the same deal as everyone else, 5p in the pound (or in his case just 5p) and he is no longer a creditor ? Or he is a creditor but has no say in the CVA process at all ?

Cuenca 'ammer wrote:Wembley, Pinky, Gnome or QN will give us the layman's version.

It is being explained on FollowFollow as exactly that. Transfer all of the assets to the NewCo the old one pays off 5p in the pound Miller gets a debt free club for 11M with everything in tact. Except the playing staff who can opt out according to what I read last week (iirc).

I'm torn between this, if this is what would happen then it would be an absolute masterstroke from Miller.

But I can't believe that HMRC and Ticketus will allow this to happen, and although I would hate for them to endanger the club even more I tend to agree, this would just be plain wrong imo.

Apparently it's what Leeds did. Not sure as I can't understand all of this complicated stuff. It sounds too easy to be true, but seemingly TicketUs and HMRC don't have a leg to stand on if it's done this way. It's either take what's on offer or they liquidate and no one gets diddly.

Now TicketUs might lodge a legal battle afterwards to try to get their seats back, but they wouldn't be in the NewCo's name but in the OldCo's.

Effectively if I read it correctly (but reading and interpreting it are two different things) that's what Miller meant by incubating the assets. He hides them away (in plain sight if you will) knowing there is nothing that can be done, the NewCo comes back with the stadium and the training complex, debt free and the SFA told him today (if reports are to be believed) that they can start back in the PL. Now whether it's without the 3 year sanctions I have no clue. But the winding up firm have said that they feel there will be "no sanctions."

From the beeb today:

He aims to form an "incubator" company that would see the assets of Rangers transferred to a new firm. The SPL said that they would continue talks with Miller. Miller's initial bid was dependent on the Scottish football authorities not imposing further sanctions on the club. But Duff & Phelps now describe the offer as "unconditional". And joint administrator Paul Clark told BBC Scotland: "Mr Miller felt comfortable enough to be able to remove the conditionality from his bid, so he clearly feels he has the comfort to move forward." When pressed on whether Miller had been told Rangers will remain in the top flight, Clark replied: "It's my belief that that is one of the assurances he has received, yes." Any newco club would need to request permission from the SPL board to acquire Rangers' share in the competition.

So a slap on the wrist then, Rangers continue as normal and everyone gets shafted.

Just found this on Sporting-Life

The Scottish consortium's plan relied upon exiting administration through a Company Voluntary Arrangement (CVA), but American Miller does not need a creditors' agreement to proceed with plans to form a new company.

Cuenca 'ammer wrote:So effectively, if I read that right and understand it, Whyte gets all of his shares in the OldCo and basically gets the same deal as everyone else, 5p in the pound (or in his case just 5p) and he is no longer a creditor ? Or he is a creditor but has no say in the CVA process at all ?

Just when I thought I was beginning to understand it.....

Or thought I did...

My understanding is that this method of ending the situation arises because Whyte refuses to agree a CVA. He's blocked that, but he can't block the administrators selling off the assets of the company though (which is done to get the best deal for the creditors and allow the company to 'emerge'). Once the assets are sold that's it - there is literally a cash value for the club that can't be argued with. The creditors are left to divvy up what's been paid to the club according to their % of the debt, if the club went into liquidation it would be basically the same.

Rangers emerges from administration with no share in the SPL (transfered to the new company), no ground, no players, nothing. It has one thing - it's Rangers. It has the history, etc. The only thing left for Whyte is the value of that, which is largely down to whether the suporters flock to the 'new' club or not. If they turn out in their thousands and back the new club Whyte has a greatly diminished negotiating stance. If they boycott the new club on the same scale unless the two entities are reunited then Whyte can charge what he wants because Rangers will be worthless without supporters filling the ground. Miller wants to be sure he'll get crowds in even if Whyte refuses to sell.

Cheers once again for explaining it in terms that can be (partially) understood. And that last bit isn't your fault, it's just so bloody complex.

Speaking of selling off assets though, seemingly Miller can transfer the worthwhile assets (Ibrox, the training ground etc.) into the "incubator" and then when all else is flogged off (not much of anything worth much it would seem) together with the 11M he put in, they creditors get whatever is in the pot divided by their percentages. i.e. I hold 25% of the debt, I get 25% x the amount in the pound decided upon ?

But Miller gets to keep say what a 30M quid stadium and say a 5M training ground (plus all the fixtures inside both). Then after the OldCo is sold off, he brings back a NewCo complete with stadium and training facility back into the PL (received assurances no further penalties applied, further judgements forthcoming next week ~ or after the sale goes through) debt free and begins operating as Rangers CF (club de football or whatever) and starts all over again. With no doubt the self same creditors (Jack Smith et al all trying to get some money back in terms of new cash) and it's like this never happened ? Miller is warned of future shenanigans (as Gnome alluded to the other day) and that's it.

The Rangers fans heave a sigh of relief and the old firm contest the title once more. Minus a few players who opt to jump ship not having to sign on for the NewCo as their old contracts if not renewed at the same or more value (Miller said they won't be or alluded to the same).